Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 21, 2008, the Board of Directors of Tempur-Pedic International Inc. (the "Corporation") approved and adopted the Third Amended and Restated By-Laws for the Corporation (the "Amended By-Laws"), effective as of October 21, 2008. The Amended By-Laws clarify and revise the advance notice provisions for director nominations and other matters to be brought before a stockholders meeting. In addition to conforming changes, the Revised By-Laws now include the following:

1. An affirmative statement to clarify that the procedures set forth in the Amended By-Laws are the exclusive means for a stockholder to make director nominations or submit other business before a stockholders meeting.

2. An affirmative statement to clarify that director nominations or other proposals to be brought at a meeting of stockholders must only be brought by the Corporation's directors or by a stockholder who has complied with the advance notice provisions.

3. A requirement that any stockholder who desires to bring a director nomination or proposal before a stockholders meeting must provide additional information about such stockholder's beneficial ownership in the Corporation (including ownership of options, warrants or other derivative instruments), any economic arrangements based on an increase or decrease in the Corporation's securities to which the stockholder is a party, any arrangements pursuant to which the stockholder has right to vote the stock, and any relationships with the Company and other stockholders of the Company.

4. A requirement that any stockholder who desires to bring any business before a stockholders meeting other than a director nomination must provide a brief description of the business and the reasons for conducting the business at the meeting, as well as any material interest the stockholder may have in the business.

The Amended By-Laws are attached as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein in their entirety by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Description
3.1 Third Amended and Restated By-Laws of Tempur-Pedic International Inc.

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